Under the terms of the agreement, Dell stockholders will receive $13.65
in cash for each share of Dell common stock they hold, in a transaction
valued at approximately $24.4 billion. The price represents a premium of
25 percent over Dell’s closing share price of $10.88 on Jan. 11, 2013,
the last trading day before rumors of a possible going-private
transaction were first published; a premium of approximately 35 percent
over Dell’s enterprise value as of Jan. 11, 2013; and a premium of
approximately 37 percent over the average closing share price during the
previous 90 calendar days ending Jan. 11, 2013. The buyers will acquire
for cash all of the outstanding shares of Dell not held by Mr. Dell and
certain other members of management.

The Dell Board of Directors acting on the recommendation of a special
committee of independent directors unanimously approved a merger
agreement under which Michael Dell and Silver Lake Partners will acquire
Dell and take the company private subject to a number of conditions,
including a vote of the unaffiliated stockholders. Mr. Dell recused
himself from all Board discussions and from the Board vote regarding the
transaction.

A Special Committee was formed after Mr. Dell first approached Dell’s
Board of Directors in August 2012 with an interest in taking the company
private. Led by Lead Director Alex Mandl, the Special Committee retained
independent financial and legal advisors J.P. Morgan and Debevoise &
Plimpton LLP to advise the Special Committee with respect to its
consideration of strategic alternatives, the acquisition proposal and
the subsequent negotiation of the merger agreement.

The Special Committee also engaged a leading management consulting firm
to conduct an independent analysis, including a review of strategic
alternatives for Dell and opportunities for the company as a public
entity, and thereafter engaged Evercore Partners.

The merger agreement provides for a so-called “go-shop” period, during
which the Special Committee – with the assistance of Evercore Partners –
will actively solicit, receive, evaluate and potentially enter into
negotiations with parties that offer alternative proposals. The initial
go-shop period is 45 days. Following that period, the Special Committee
will be permitted to continue discussions and enter into or recommend a
transaction with any person or group that submitted a qualifying
proposal during the 45-day period. A successful competing bidder who
makes a qualifying proposal during the initial go-shop period would bear
a $180 million (less than 1 percent) termination fee. For a competing
bidder who did not qualify during the initial go-shop period, the
termination fee would be $450 million.

Mr. Mandl, lead director of Dell’s Board of Directors, said: “The
Special Committee and its advisors conducted a disciplined and
independent process intended to ensure the best outcome for
shareholders. Importantly, the go-shop process provides a real
opportunity to determine if there are alternatives superior to the
present offer from Mr. Dell and Silver Lake.”

Mr. Dell said: “I believe this transaction will open an exciting new
chapter for Dell, our customers and team members. We can deliver
immediate value to stockholders, while we continue the execution of our
long-term strategy and focus on delivering best-in-class solutions to
our customers as a private enterprise. Dell has made solid progress
executing this strategy over the past four years, but we recognize that
it will still take more time, investment and patience, and I believe our
efforts will be better supported by partnering with Silver Lake in our
shared vision. I am committed to this journey and I have put a
substantial amount of my own capital at risk together with Silver Lake,
a world-class investor with an outstanding reputation. We are committed
to delivering an unmatched customer experience and excited to pursue the
path ahead.”

"Michael Dell is a true visionary and one of the preeminent leaders of
the global technology industry," said Egon Durban, a Silver Lake
Managing Partner. "Silver Lake is looking forward to partnering with
him, the talented management team at Dell and the investor group to
innovate, invest in long-term growth initiatives and accelerate the
company's transformation strategy to become an integrated and
diversified global IT solutions provider."

Following completion of the transaction, Mr. Dell, who owns
approximately 14 percent of Dell’s common shares, will continue to lead
the company as Chairman and Chief Executive Officer and will maintain a
significant equity investment in Dell by contributing his shares of Dell
to the new company, as well as making a substantial additional cash
investment. Dell will continue to be headquartered in Round Rock, Texas.

The transaction will be financed through a combination of cash and
equity contributed by Mr. Dell, cash funded by investment funds
affiliated with Silver Lake, cash invested by MSD Capital, L.P., a $2
billion loan from Microsoft, rollover of existing debt, as well as debt
financing that has been committed by BofA Merrill Lynch, Barclays,
Credit Suisse and RBC Capital Markets (in alphabetical order), and cash
on hand. There is no financing condition.

The transaction is subject to other customary conditions, including
receipt of required regulatory approvals, in addition to the Dell
stockholder approvals described above. The transaction is expected to
close before the end of the second quarter of Dell’s FY2014.

For further information regarding all terms and conditions contained in
the definitive merger agreement, please see Dell’s Current Report on
Form 8-K, which will be filed in connection with this transaction.

Any statements in this press release about prospective performance and
plans for the Company, the expected timing of the completion of the
proposed merger and the ability to complete the proposed merger, and
other statements containing the words “estimates,” “believes,”
“anticipates,” “plans,” “expects,” “will,” and similar expressions,
other than historical facts, constitute forward-looking statements
within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Factors or risks that could
cause our actual results to differ materially from the results we
anticipate include, but are not limited to: (1) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement; (2) the inability to complete the
proposed merger due to the failure to obtain stockholder approval for
the proposed merger or the failure to satisfy other conditions to
completion of the proposed merger, including that a governmental entity
may prohibit, delay or refuse to grant approval for the consummation of
the transaction; (3) the failure to obtain the necessary financing
arrangements set forth in the debt and equity commitment letters
delivered pursuant to the merger agreement; (4) risks related to
disruption of management’s attention from the Company’s ongoing business
operations due to the transaction; and (5) the effect of the
announcement of the proposed merger on the Company’s relationships with
its customers, operating results and business generally.

Actual results may differ materially from those indicated by such
forward-looking statements. In addition, the forward-looking statements
included in this press release represent our views as of the date
hereof. We anticipate that subsequent events and developments will cause
our views to change. However, while we may elect to update these
forward-looking statements at some point in the future, we specifically
disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing our views as of any date
subsequent to the date hereof. Additional factors that may cause results
to differ materially from those described in the forward-looking
statements are set forth in the Company’s Annual Report on Form 10−K for
the fiscal year ended February 3, 2012, which was filed with the SEC on
March 13, 2012, under the heading “Item 1A—Risk Factors,” and in
subsequent reports on Forms 10−Q and 8−K filed with the SEC by the
Company.

Additional Information and Where to Find It

In connection with the proposed merger transaction, the Company will
file with the SEC and furnish to the Company’s stockholders a proxy
statement and other relevant documents. This press release does not
constitute a solicitation of any vote or approval. Stockholders are
urged to read the proxy statement when it becomes available and any
other documents to be filed with the SEC in connection with the proposed
merger or incorporated by reference in the proxy statement because they
will contain important information about the proposed merger.

The directors, executive officers and certain other members of
management and employees of the Company may be deemed “participants” in
the solicitation of proxies from stockholders of the Company in favor of
the proposed merger. Information regarding the persons who may, under
the rules of the SEC, be considered participants in the solicitation of
the stockholders of the Company in connection with the proposed merger
will be set forth in the proxy statement and the other relevant
documents to be filed with the SEC. You can find information about the
Company’s executive officers and directors in its Annual Report on Form
10-K for the fiscal year ended February 3, 2012 and in its definitive
proxy statement filed with the SEC on Schedule 14A on May 24, 2012.